Current Report Filing (8-k)
October 04 2022 - 9:01AM
Edgar (US Regulatory)
0000913277
false
0000913277
2022-09-30
2022-09-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2022
CLARUS CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation) |
001-34767
(Commission File Number) |
58-1972600
(IRS Employer
Identification Number) |
2084 East 3900 South, Salt Lake City, Utah
(Address of principal executive offices) |
84124
(Zip Code) |
Registrant’s telephone number, including
area code: (801) 278-5552
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which
registered |
Common Stock, par value $.0001 per share |
|
CLAR |
|
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
|
¨ |
Emerging growth company |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On September 30, 2022, the
Company delivered a letter (the “Letter”) to Thrivent Asset Management, LLC and its affiliates (collectively, “Thrivent”)
approving its request to be permitted under the Company’s Rights Agreement dated as of February 12, 2008 to increase its beneficial
ownership to in excess of 4.9% of the Company’s outstanding shares of common stock. Such approval is conditioned upon, and subject
to Thrivent: (i) not increasing its beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock;
(ii) remaining continuously eligible to report its beneficial ownership of the Company’s common stock on Schedule 13G; and (iii)
increasing its beneficial ownership to in excess of 4.9% of the Company’s outstanding shares of common stock, if at all, on or before
the twelve month anniversary of the date of the Letter.
Furthermore, in the event
that Thrivent reduces its beneficial ownership to below 4.9%, the approval granted pursuant to the Letter shall immediately terminate
and Thrivent would need to obtain a new approval from the Company’s Board of Directors before seeking to again increase its beneficial
ownership to in excess of 4.9% of the Company’s outstanding shares of common stock.
A copy of the Letter is attached
to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference as if fully set forth herein. The foregoing
summary description of the Letter is not intended to be complete and is qualified in its entirety by the complete text of the Letter.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: October 4, 2022
|
CLARUS CORPORATION |
|
|
|
|
|
By: |
/s/ Michael J. Yates |
|
Name: Michael J. Yates |
|
Title: Chief Financial Officer |
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